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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report: October 16, 2003
CEMEX, S.A. de C.V.
(Exact name of registrant as specified in its charter)
CEMEX Corp.
(Translation of registrant's name into English)
United Mexican States
(Jurisdiction of incorporation or organization)
Av. Ricardo Margain Zozaya #325, Colonia Valle del Campestre
Garza Garcia, Nuevo Leon, Mexico 66265
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F ___
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes ____ No X
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If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):
N/A
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This report on Form 6-K shall be deemed to be incorporated by
reference into (i) Post-Effective Amendment No. 4 to CEMEX, S.A. de C.V.'s
("CEMEX") Registration Statement on Form F-3 (Registration No. 333-11382) filed
with the Securities and Exchange Commission (the "Commission") on August 27,
2003, (ii) CEMEX's Registration Statement on Form F-3 (Registration No.
333-86700) filed with the Commission on April 19, 2002, (iii) CEMEX's
Registration Statement on Form S-8 (Registration No. 333-86090) filed with the
Commission on April 11, 2002, (iv) CEMEX's Registration Statement on Form S-8
(Registration No. 333-83962) filed with the Commission on March 7, 2002 and (v)
CEMEX's Registration Statement on Form S-8 (Registration No. 333-13970) filed
with the Commission on September 20, 2001, and to be a part thereof from the
date on which this report is furnished, to the extent not superseded by
documents or reports subsequently filed or furnished.
CONTENTS
1. Certain financial targets and estimates for the year ending December
31, 2003 publicly filed by CEMEX in Mexico with the Comision
Nacional Bancaria y de Valores, the Mexican Securities Authority
(attached hereto as exhibit 1).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
CEMEX, S.A. de C.V. has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CEMEX, S.A. de C.V.
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(Registrant)
Date: October 16, 2003 By: /s/ Rafael Garza
---------------------- ---------------------------------------
Name: Rafael Garza
Title: Chief Comptroller
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
1 Certain financial targets and estimates for
the year ending December 31, 2003 publicly
filed by CEMEX in Mexico with the Comision
Nacional Bancaria y de Valores, the Mexican
Securities Authority.
CERTAIN FINANCIAL TARGETS AND ESTIMATES FOR THE YEAR ENDING DECEMBER 31, 2003
We have presented below (i) our targets for net sales, operating
income, EBITDA and free cash flows on a consolidated basis for the year ending
December 31, 2003, (ii) our targets (in terms of increases or decreases over
2002) for sales volumes, prices and EBITDA in each of our principal operating
markets for the same period and (iii) annual growth estimates for construction
activity in the United States for 2003 by construction sector. These are
targets and estimates that we believe will be met or exceeded. We are including
these targets and estimates in this report because we were required to file
them publicly in Mexico with the Comision Nacional Bancaria y de Valores, the
Mexican Securities Authority.
The targets and estimates were prepared by us and reflect our
judgment, as of October 15, 2003, of expected future operating conditions,
which are subject to change. The targets and estimates reflect numerous
assumptions regarding general economic, political, governmental and business
conditions globally and in the countries in which we do business, cement and
ready-mix concrete volumes and prices in our principal operating markets,
foreign exchange rates and other matters. These assumptions are based on our
operating results for the nine months ended September 30, 2003 and do not
account for any material changes in exchange rates, sales volumes and prices,
other than seasonal fluctuations we have experienced during the fourth quarters
of previous years and the trends reflected in the discussion of our operating
results contained in our current report on Form 6-K furnished to the Securities
and Exchange Commission on October 15, 2003. This report should be read in
conjuction with such October 15, 2003 current report and our other public
filings, including our annual report on Form 20-F for the year ended December
31, 2002.
The targets and estimates presented below constitute forward-looking
statements and information that are necessarily subject to risks, uncertainties
and assumptions. We make these forward-looking statements in reliance on the
safe harbor protections provided under the Private Securities Litigation Reform
Act of 1995. Although we believe these forward-looking statements are based on
reasonable assumptions, many factors could cause our actual results,
performance or achievements to be materially different from those expressed or
implied by the targets and estimates presented below, including, among others,
changes in general economic, political, governmental and business conditions
globally and in the countries in which we do business, changes in interest
rates, changes in inflation rates, changes in exchange rates, the level of
construction generally, changes in cement demand and prices, changes in raw
material and energy prices, changes in business strategy and various other
factors. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those presented below. We do not intend to revise the targets
and estimates to reflect circumstances existing after October 15, 2003 or to
reflect the occurrence of unanticipated events, and we do not assume any
obligation to update or correct the targets and estimates presented below.
The targets and estimates presented below were not prepared with a
view to compliance with published guidelines of the U.S. Securities and
Exchange Commission, any state securities commission or the American Institute
of Certified Public Accountants regarding preparation and presentation of
prospective financial information. In addition, the targets and estimates were
not prepared with the assistance of, or reviewed, compiled or examined by, KPMG
Cardenas Dosal, S.C. and, accordingly, KPMG Cardenas Dosal, S.C. does not
express an opinion or any other form of assurance with respect thereto.
For purposes of the compilation of the target numbers presented below,
we have used a U.S. Dollar convenience translation for each year based on the
end-of-period exchange rates for such year, which is our internal method of
presenting such translations and the method in which we filed the targets and
estimates in Mexico with the Comision Nacional Bancaria y de Valores, the
Mexican Securities Authority. All U.S. Dollar amounts presented below for the
year ended December 31, 2002 are translations of constant Peso amounts at an
exchange rate of Ps10.38 to U.S$1.00, the CEMEX accounting rate as of December
31, 2002. All U.S. Dollar amounts for the year ended December 31, 2003 are
translations of constant Peso amounts at an exchange rate of Ps11.00 to
U.S$1.00, the CEMEX accounting rate as of September 30, 2003.
CEMEX OPERATING PROFILE (Amounts in millions of U.S.$)
% INCREASE
2002 2003 TARGETS OVER 2002
- ----------------------------------------------- ---------------------- ----------------------- -------------------
NET SALES U.S.$ 6,543 U.S.$ 7,000 +7%
OPERATING INCOME 1,310 1,450 +11%
+ Depreciation and operating amortization 607 600
EBITDA 1,917 2,050 +7%
- Net financial expense 288 *
- Capital expenditures 416 *
- Change in working capital (2) *
- Taxes paid 165 *
- Preferred dividend payments(1) 34 *
- Other cash items 68 *
FREE CASH FLOW 948 1,000 +5%
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* Unavailable.
(1) Does not take into account any redemption of preferred equity during the fourth quarter of 2003.
EBITDA is defined as operating income plus depreciation and operating
amortization. Free Cash Flow is defined as EBITDA minus net interest expense,
capital expenditures, change in working capital, taxes paid, dividends on
preferred equity and other cash items. EBITDA and free cash flow are presented
herein because we believe that they are widely accepted as financial indicators
of our ability to internally fund capital expenditures and service or incur
debt. EBITDA and free cash flow should not be considered as indicators of our
financial performance, as alternatives to cash flow, as measures of liquidity
or as being comparable to other similarly titled measures of other companies.
EBITDA is reconciled above to operating income, which we consider to be the
most comparable measure as determined under generally accepted accounting
principles in Mexico (Mexican GAAP). Free cash flow is reconciled to EBITDA. We
are not required to prepare a statement of cash flows under Mexican GAAP, and
as such we do not have such Mexican GAAP cash flow measures to present as
comparable to EBITDA or free cash flow.
CEMEX 2003 REGIONAL TARGETS
PRICE EBITDA
VOLUMES (IN U.S.$) (IN MILLIONS OF U.S.$)
2002 2003 TARGETS 2003 TARGETS 2002 2003 TARGETS
- ------------------------------------ ---------------- ---------------- ---------------- --------------- ----------------
Mexico 4% + - U.S.$ 1,114 =
United States (5%) - - 419 -
Spain 2% + + 292 +
Venezuela (21%) - - 142 -
Colombia 2% - - 117 =
Egypt 18% - - 58 -
Central America and the Caribbean 13% + - 120 +
Asia 40% + + 17 +
Others and eliminations (361) +
- ------------------------------------ ---------------- ---------------- ---------------- --------------- ----------------
Consolidated U.S.$ 1,917 U.S.$ 2,050
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Source: CEMEX estimates.
UNITED STATES CONSTRUCTION ACTIVITY OUTLOOK (Annual Growth Estimates)
SECTOR 2001 2002 2003 ESTIMATES % OF DEMAND
- ------------------------------- --------------- -------------- ------------------- -------------------
Residential (1.6%) 6.3% 2.2% 22%
Industrial and (6.3%) (18.7%) (6.1%) 22%
Commercial
Public Works(1) 4.9% 3.0% (1.6%) 56%
- ------------------------------- --------------- -------------- ------------------- -------------------
Total (1.2%) (1.0%) (1.2%)
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(1) Public Works includes Highways and Streets, which grew 7.7% in 2001,
declined 1.8% in 2002 and we estimate will decline 2.3% in 2003.
Source: Portland Cement Association estimates.
